It is well documented that our memory abilities decline as we age, although not all expressions of memory decline at the same rate. There is substantial evidence that aging disproportionately impacts our ability to recollect unique episodes from our past. Whereas age-related decline in episodic memory is ubiquitous, the factors causing this decline are not completely understood. Previous research indicates that aging is associated with less differentiated neural representations of an event while the event is being experienced. These less differentiated neural representations might cause older adults to encode less specific highly overlapping memory traces that result in memory impairments. Moreover, in young adults, recent evidence indicates that the processes occurring immediately prior to an event are related to subsequent memory. However, the role of pre-stimulus encoding processes in memory aging is not well understood. Study 1 uses ERPs to examine the hypothesis that younger adults, but not older adults, engage pre-stimulus processes that support the encoding of events that can later be successfully recollected. Importantly, this study will seek to determine if older adults are globally impaired at effectively engaging these processes, or whether they merely do not engage them spontaneously. Study 2 uses fMRI to examine the hypothesis that age reductions in memory are related to less differentiated neural representations of an experienced event. This hypothesis will be investigated by examining the relationship between feature-selective subsequent memory effects and the ability to recollect specific, contextual details of an event. The overarching aim of the proposed research is to investigate how processes engaged at different stages of memory encoding impact age-related declines in episodic memory.